Paul R. Turvey
About Paul R. Turvey
Senior Vice President, General Counsel and Secretary of EPR Properties since March 1, 2024; age 47. He joined EPR in 2013 and progressed through Associate General Counsel, VP/Associate General Counsel, and SVP/Associate General Counsel roles before his current appointment; prior to EPR he was a partner in Dentons’ Real Estate Group (2004–2013). He holds a J.D. from the University of Kansas School of Law and B.S. in Business Administration and B.G.S. in Communication Studies from the University of Kansas . Context on company performance: 2024 revenue was $698.1M vs. $705.7M in 2023; net income to common was $121.9M ($1.60/diluted share); FFO as adjusted per share was $4.87; EPR’s pay-versus-performance table shows the value of $100 invested at $84.46 for 2024 and MSCI US REIT at $123.47 (company-selected measure FFOAA/share also $4.87) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EPR Properties | SVP, General Counsel and Secretary | 2024–present (appointed Mar 1, 2024) | Executive legal lead during refreshed ownership guidelines and continued experiential portfolio strategy; contributes to investment approvals on the Investment Committee . |
| EPR Properties | SVP & Associate General Counsel | 2023–2024 (appointed Feb 21, 2023) | Supported transition to GC role and legal oversight across asset/investment activity . |
| EPR Properties | VP & Associate General Counsel | 2016–2023 | Led major deal execution and governance support through post‑pandemic recovery . |
| EPR Properties | Associate General Counsel | 2013–2016 | Corporate/real estate legal support during experiential strategic shift . |
| Dentons (law firm) | Partner, Real Estate Group | 2004–2013 | Led real estate transactions; relevant to EPR’s triple‑net/experiential deal-making focus . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Turvey in the proxy . |
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2024 | 360,000 | Initial GC salary following March 1, 2024 appointment . |
Perquisites (2024): $10,685 personal use of company vehicle; $23,000 401(k) match; $3,252 term life insurance premium and related tax gross‑up; $3,114 dividends on unvested stock; $9,935 executive wealth/financial advice; total “All Other Compensation” $49,986 .
Performance Compensation
Annual Incentive Program (AIP) design and 2024 outcome
| Metric | Weight | Target | Actual | Payout calibration | Turvey 2024 payout |
|---|---|---|---|---|---|
| FFO, as adjusted, per Share | 50% | $4.86 | $4.87 | Between target and max | 72.2% of base salary; cash equivalent $260,053; he elected 100% in restricted stock valued at 150% of cash ($390,080) . |
| Investment spending | 30% | $250M | $263.9M | Between target and max | Included in above payout . |
| Personal goals | 20% | Company/personal objectives | Committee assessed as met | Committee cited liquidity, ratings, facility amendment, and GC transition | Included in above payout . |
AIP opportunity scales (as % of base salary): Turvey minimum 27.5%, target 55%, maximum 110% .
Long‑Term Incentive (LTI) design (2024 grants)
| Component | Design | Target sizing | 2024 grant detail |
|---|---|---|---|
| PSUs | 3‑yr performance on: TSR vs Triple‑Net Peer Group (52.2% weight), TSR vs MSCI US REIT (26.1%), AFFO/share CAGR (21.7%); target now at 55th percentile for TSR metrics; sliding scale with max up to 167% or 217% with absolute TSR add‑on | 2/3 of target LTI value in PSUs | Target PSUs: 4,099; threshold 2,050; max 8,744 (2024–2026 cycle) . |
| Time‑based restricted shares | 4‑yr ratable vesting; retention and alignment | 1/3 of target LTI value in RS | Target RS: 1,775 shares (award sizing at VWAP $43.82) . |
Historical PSU payout context (company‑wide): 2020–2022 performance paid 0%; 2021–2023 paid at maximum; 2022–2024 paid at maximum (including 200% factors in schedule) .
2024 total compensation (Summary Compensation Table)
| Component | 2024 ($) |
|---|---|
| Salary | 360,000 |
| Bonus (AIP cash equivalent before equity election) | 260,053 |
| Share awards (AIP incremental equity value + LTI grants, grant‑date fair value) | 609,210 |
| All other compensation | 49,986 |
| Total | 1,279,249 |
Equity Ownership & Alignment
Beneficial ownership and status (as of March 12, 2025)
| Holder | Shares beneficially owned | % of outstanding | Notable details |
|---|---|---|---|
| Paul R. Turvey | 39,907 | <1% | Includes 27,753 non‑vested restricted shares . |
- Unvested/uneaned awards at 12/31/2024: 23,934 unvested restricted shares (market value $1,059,798 at $44.28); 4,099 unearned PSUs at target ($181,504); stock options 1,718 exercisable at $61.79 expiring 2/20/2025 (OTM at 12/31/2024 close $44.28) .
- Vesting schedule (restricted shares expected to vest by tranche):
- Jan 1, 2025: AIP 3,404; LTI 5,426
- Jan 1, 2026: AIP 3,348; LTI 4,604
- Jan 1, 2027: AIP 1,827; LTI 3,866
- Jan 1, 2028: LTI 1,459 .
Ownership policy, hedging/pledging, and clawback
- Share ownership guidelines raised Feb 24, 2025: Senior Vice Presidents must hold 3x current base salary within four years (prior level 1x) .
- Anti‑hedging and anti‑pledging: executives are prohibited from hedging and pledging company securities, including margin loans; applies to officers, trustees, covered persons and their controlled entities .
- Clawback policy: compensation recovery policy adopted Oct 2, 2023 to comply with NYSE listing standards; applies to executive officer incentive compensation in event of restatement .
Employment Terms
| Term | Summary |
|---|---|
| Role start date | Appointed SVP, General Counsel and Secretary on Mar 1, 2024; with EPR since 2013 . |
| Severance plan | Upon qualifying termination (without cause or for good reason): cash severance equals 24× monthly base compensation (base + target AIP at target), plus 18× monthly welfare compensation (COBRA subsidy), accrued salary/vacation, pro‑rata AIP and LTI at target, and 12 months of outplacement; all unvested/unexercisable equity vests and options remain exercisable up to earlier of 5 years or original expiry; subject to release and non‑compete/non‑solicit/confidentiality covenants . |
| Change‑in‑control (CIC) | Equity plan: if awards are not assumed/substituted, all awards become fully exercisable/vested at CIC; if assumed, remain subject to terms; CIC definition includes 25% beneficial ownership, board turnover, business combination (non‑qualifying exceptions), liquidation, or “closely held” REIT status under waived excess share provisions . |
| Turvey specific CIC cash | Cash severance for Turvey is $1,337,620 if terminated without cause/for good reason six months before or one year after a CIC; unlike CEO/CFO/CIO, no additional CIC multiple beyond standard amount . |
| Death/disability | Term life insurance proceeds: $2,000,000; all equity accelerates upon death or disability . |
Compensation Structure Analysis
- Mix and risk: AIP and LTI compose the majority of total comp; Turvey elected 100% of AIP in restricted stock at a 1.5x equity conversion premium, increasing alignment and multi‑year vesting risk .
- Performance metrics: AIP centered on FFOAA/share and investment spending; LTI emphasizes relative TSR vs triple‑net peers and MSCI US REIT plus AFFO/share CAGR, with higher hurdle (55th percentile) since 2024; this raises pay-for-performance sensitivity .
- Option usage: EPR does not currently grant stock options; Turvey’s legacy options are out-of-the-money at 12/31/2024 (61.79 strike vs 44.28) reducing near‑term exercise/sell pressure .
- Ownership and retention: 3x salary ownership guideline for SVPs and multi‑year vesting schedules indicate higher retention hooks; anti‑pledge reduces forced‑sale risk .
Performance & Track Record (Company context)
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Total revenue ($M) | 705.7 | 698.1 | Includes out‑of‑period deferral rent/interest per footnote . |
| Net income to common ($M) | 148.9 | 121.9 | $1.97 vs $1.60 diluted EPS . |
| FFO/share (diluted) | $5.15 | $4.70 | Non‑GAAP . |
| FFO as adjusted/share | $5.18 | $4.87 | Non‑GAAP; AIP key metric . |
| AIP performance table (selected) | — | FFOAA $4.87; Investment spending $263.9M | Both between target and max . |
| Pay vs performance (selected) | — | TSR value of $100: $84.46; MSCI US REIT: $123.47; FFOAA/share $4.87 | Company’s required disclosure . |
Say‑on‑pay support: ~92.0% in 2024; ~92.2% average over last 10 years, reinforcing investor acceptance of the program design .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment risk) .
- Clawback policy in force (restatement risk mitigation) .
- Tax gross‑ups on term life insurance premiums are provided (minor perquisite, not CIC tax gross‑ups, which are not provided for new executives) .
- No related party transactions reportable for 2024 (conflict risk low) .
Compensation Peer Group (Benchmarking)
Comp Committee uses external benchmarking (Ferguson Partners). The 2024 peer group includes: Agree Realty, Broadstone Net Lease, CareTrust REIT, Essential Properties, Four Corners, Gaming & Leisure Properties, LXP Industrial, NNN REIT, Omega Healthcare, Sabra, STAG Industrial, W.P. Carey; EPR’s market cap $3.35B at 12/31/2024; the company targets around median market levels with substantial at‑risk pay .
Equity Vesting Calendar (Potential Selling Pressure)
| Date | AIP RS vesting | LTI RS vesting | Total shares (Turvey) |
|---|---|---|---|
| Jan 1, 2025 | 3,404 | 5,426 | 8,830 |
| Jan 1, 2026 | 3,348 | 4,604 | 7,952 |
| Jan 1, 2027 | 1,827 | 3,866 | 5,693 |
| Jan 1, 2028 | — | 1,459 | 1,459 |
Note: PSUs from 2024–2026 cycle settle after performance assessment; outcome contingent on relative TSR and AFFO/share growth .
Investment Implications
- Alignment and retention: High equity mix, multi‑year vesting, and 3x salary ownership guideline for SVPs signal strong retention hooks and alignment; anti‑pledging policy further reduces misalignment risk .
- Performance sensitivity: AIP and LTI tied to FFOAA/share, investment spending, and relative TSR/AFFO growth; raising TSR target hurdle to 55th percentile increases pay-for-performance rigor, which can curb payouts in underperformance scenarios (as seen in 0% PSU payout for 2020–2022), but also amplify payouts with outperformance (maxed PSUs for 2021–2023 and 2022–2024) .
- Near‑term selling pressure: Scheduled annual RS vesting through 2028 indicates predictable supply; 2024‑year‑end options were OTM, limiting incremental exercise‑related selling pressure; monitor annual vest windows for potential liquidity events .
- CIC/termination economics: Single‑trigger equity acceleration if not assumed in a CIC and double‑trigger cash only at standard level for Turvey (no extra CIC multiple) create moderate change‑of‑control costs; standard severance uses base + target bonus construct and accelerates equity upon qualifying termination, which is typical for REIT peers .
- Governance/say‑on‑pay: Long‑standing strong say‑on‑pay support suggests low external pressure to modify comp; clawback, anti‑hedging/pledging, and no option repricing reduce governance risk premia .